EXCLUSIVE
      LICENSING AND DISTRIBUTION AGREEMENT

     

    THIS
      EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into
      on May 12, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, a
      Delaware limited liability company (“Supplier”), and SPORT BUSINESS GROUP, a
      company formed and existing under the laws of France
      (“Distributor”).

     

     

    RECITALS

     

    A. Supplier
      develops, manufactures, markets and sells certain golf course management
      hardware and software products designed to provide the golf course with course
      management systems for use on individual golf courses, which products are sold
      under the ProStar, GameStar and ProLink name and are made up of selected
      hardware and software (the “Product”).

     

    B. The
      parties desire to enter into this Agreement to establish a distribution
      arrangement through Distributor in France (the “Territory”) on the terms and
      conditions set forth in this Agreement.

     

    C. Supplier
      licenses certain patents used in connection with the Product as more fully
      set
      forth on Exhibit
      A
      to this
      Agreement (the “Patents”).

     

    D. Supplier
      wishes to sublicense the Patents to Distributor for use in connection with
      the
      marketing, sales and distribution of the Product pursuant to this Agreement
      (the
“Licensed Services”), and Supplier desires to grant Distributor a non-exclusive
      sublicense to use the Patents on the terms and conditions set forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows:

     

    ARTICLE
      1


     

    DEFINITIONS

     

    As
      used
      in this Agreement, the following words and phrases shall have the following
      meanings:

     

    1.1 “Course
      Equivalent” means a Course or the equivalent of a Course, each of which must
      have at least 30 golf carts. “Course(s)” means golf course(s) in the
      Territory.

     

    1.2 “Distributor”
      has the meaning given to it in the introductory paragraph of this
      Agreement.

     

    1.3 “Earnest
      Deposit” has the meaning given that term in Section 5.2.


    
      
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    1.4 “Initial
      Term” means 3-year period beginning on the “Effective Date” and ending on the
      third anniversary thereof, unless sooner terminated as provided in this
      Agreement.

     

    1.5 “Intellectual
      Property” means all data collection associated with the Product, the Patents,
      the Trademark and Supplier’s software, designs, and business solutions used with
      the Product. 

     

    1.6 “Loaded
      Manufacturing Cost,” means all costs of Supplier, including manufacturing
      overhead costs.

     

    1.7 “Net
      Content Revenue” means revenue received from a third party for content or
      advertising placed on the Products including VDU and clubhouse screens less
      any
      expenses of internal and external resources and selling commissions of Supplier.
      Selling commissions shall not exceed [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2]
      unless a
      national or international agency is involved and then the selling commission
      shall not exceed [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2].

     

    1.8 “RF
      Cards” means the radio card used in the Product.

     

    1.9 “Term”
      means the Initial Term plus any Renewal Terms.

     

    1.10 “Trademark”
      means ProLink, ProLink Solutions, ProStar, GameStar or derivations
      thereof.

     

    1.11 “Unit(s)”
      means the entire Product that is placed on one golf cart.

     

    1.12 “VDU”
      means the visual display computer unit of the Product, which is installed in
      the
      roof of the golf cart.

     

    ARTICLE
      2


     

    MASTER
      DISTRIBUTOR APPOINTMENT

     

    2.1 Grant
      of Exclusive Right.
      Subject
      to the further provisions of this Agreement, Supplier grants Distributor the
      exclusive right to market, sell, distribute and service the Product in the
      Territory during the Term. Distributor may not engage sub-distributors to
      market, distribute, sell or distribute the Product without the prior written
      consent of Supplier, which consent may be withheld in Supplier’s sole
      discretion. Further, Distributor shall not permit Courses to service the
      Product.

     

    2.2 Minimum
      Distribution Requirements.
      The
      parties agree that Distributor shall retain the exclusive right and license
      to
      market, sell and distribute the Product in the Territory during the Term
      provided that the minimum threshold requirements set forth in this Section
      2.2
      are met. If such minimum threshold requirements are not met, Supplier may,
      in
      its sole discretion, retain other distributors to market, sell and distribute
      the Product in the Territory and/or terminate this Agreement.


    
      
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    (a) During
      the period from June 1st, 2008 through May 31st, 2009, Distributor shall install
      the Product on at least the greater of 4 Course Equivalents or 160 Units in
      the
      Territory;

     

    (b) During
      the period from June 1st, 2009 through May 31st, 2010, Distributor shall install
      the Product on at least the greater of 6 Course Equivalents or 240 Units in
      the
      Territory;

     

    (c) During
      the period from June 1st, 2010 through May 31st, 2011, Distributor shall install
      the Product on at least the greater of 8 Course Equivalents or 320 Units in
      the
      Territory;

     

    (d) During
      any Renewal Term, Supplier and Distributor shall agree in writing as to minimum
      requirement for the Renewal Term; provided, however, that if the parties cannot
      agree to the minimum thresholds within 90 days of the expiration of the
      applicable Term, either party has the right to terminate this Agreement;
      and

     

    (e) If
      the
      parties extend this Agreement beyond the Term in accordance with Article 9,
      then
      the parties shall determine the minimum thresholds that are required each year
      in the additional Term(s); provided, however, that if the parties cannot agree
      to the minimum thresholds within 90 days of the expiration of the applicable
      Term, either party has the right to terminate this Agreement.

     

    2.3 Agreement
      to Provide Product Exclusively.
      In
      exchange for the rights granted to it pursuant to this Agreement, Distributor
      agrees that it shall not market, sell or distribute any product without the
      prior written consent of Supplier (which consent may be withheld in Supplier’s
      sole discretion) that is competitive with any product sold by Supplier during
      the Term, including but not limited to any portable or cart-mounted global
      positioning systems used in connection with golf. To the extent that Distributor
      wishes to sell any GPS golf related product, Supplier must receive the written
      consent of Supplier, which consent may be withdrawn at any time that Supplier
      begins to carry a competitive product.

     

    2.4 Title
      to Product.
      The
      title and ownership of the Product (excluding any Intellectual Property) shall
      pass to Distributor upon payment in full. Distributor shall cooperate with
      supplier in order to allow supplier to effectuate its liens . Distributor shall
      advise all lessors and purchaser of the equipment that ProLink maintains a
      prior
      lien and will be released upon payment in full. In addition Supplier shall
      maintain a [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2]
      interest
      in the residual value of the equipment sold through a lease to an end golf
      course or lessor. Supplier shall have no obligation to pay for this residual
      interest.

     

    2.5 Reporting
      Requirements; Audit Rights.
      During
      the Term, Distributor agrees to provide to Supplier monthly reports detailing
      Distributor’s marketing, sales and distribution efforts and results in the
      Territory. Such reports shall include the number of Units installed to date,
      the
      repair parts in inventory, forecasts of prospective Courses, number of golf
      carts upon which the Units are installed, including the manufacturer and make
      of
      such carts, and current warranty issues on the Product. Supplier shall have
      the
      right, upon reasonable notice to Distributor and during normal business hours,
      to (a) audit the books and records of Distributor related to its obligations
      under this Agreement to verify the information contained in the reports, and
      (b)
      perform physical inspections of Distributor’s physical locations to verify the
      information contained in the reports.


    
      
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    2.6 Rights
      to the Use of the ProLink Branding.
      The
      Supplier recognizes the need for the Distributor to market the Products of
      the
      Supplier and, as such, grants the Distributor limited rights to use the brands
      and collateral of the Supplier subject to the terms of Sections 4.4, 4.5 and
      4.6
      of the Agreement.

     

    ARTICLE
      3

     

    INVENTORY,
      REPLACEMENT PARTS AND SERVICE

     

    3.1 Inventory
      Requirement.
      Distributor shall at all times during the Term maintain an inventory of
72
      Units.
      

     

    3.2 Replacement
      Parts.
      Distributor shall have the right to purchase replacement RF Cards at cost to
      Supplier plus [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2].
      Distributor shall purchase all other replacement parts at the manufacturer’s
      price plus [INFORMATION
      OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
      24B-2].
      Distributor agrees that it shall use only parts from Supplier in servicing
      and
      installing of the Product or parts approved and properly licensed by
      supplier

     

    3.3 Service
      Requirements.
      In
      connection with the rights granted to it pursuant to this Agreement, Distributor
      shall provide maintenance services and all other necessary services to the
      Product installed on the Courses in the Territory. Distributor shall respond
      timely (within 24 hours of a service call from a Course) to a request to service
      the Product. If Distributor is unable to service the Product, it shall
      immediately contact Supplier’s customer service representatives to seek
      assistance on the correct procedure to repair the Product. Additionally,
      Distributor agrees that in connection with servicing the Product, it will follow
      Supplier’s then current service, installation and troubleshooting procedures.
      Supplier shall have direct connection via a high speed dedicated connection
      through the internet to all golf courses to maintain and validate the health
      and
      status of all equipment. In connection with providing the service required
      by
      this Agreement, Distributor agrees that it shall not modify the Product in
      any
      way without the prior written consent of Supplier. If Supplier is required
      to
      repair any Product (other than as set forth below in Section 3.4) installed
      by
      Distributor or install Product on behalf of Distributor, Distributor shall
      reimburse Supplier for all costs affiliated with such repairs, including travel
      expenses, labor, time and parts.

     

    3.4 Limited
      Warranty.
      Supplier will provide a limited warranty on the VDU’s for one year after
      shipment (the “Warranty Term”), and if Distributor experiences any
      manufacturing-related service issues with the VDU’s during such period of time,
      it may return the VDU to Supplier’s United States factory and Supplier will
      repair or replace such VDU. Each party shall pay its own shipping costs
      associated with the shipment of VDU’s. Notwithstanding the foregoing, the
      limited warranty set forth in this Section 3.4 shall be immediately void if
      Distributor opens units or uses any replacement parts other than those provided
      by Supplier on the Product or if the Distributor fails to follow Supplier’s then
      current service, installation and troubleshooting procedures. Any Product found
      to be defective within 4 weeks of delivery will be replaced by Supplier at
      no
      cost (including shipping). Supplier represents and warrants that its VDU’s are
      manufactured in a way that will not cause catastrophic failures due to changes
      in daily weather environments.


    
      
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    ARTICLE
      4

     

    LICENSE

     

    4.1 License.
      Supplier hereby grants to Distributor a non-exclusive license to the
      Intellectual Property during the Term for use in connection with the marketing,
      sales, distribution and repair of the Product in connection with this Agreement.
      All enhancements to the Intellectual Property developed or acquired by Supplier
      shall be deemed part of the Intellectual Property and subject to the terms
      and
      conditions in this Agreement. Distributor agrees that it will sell the Product
      under the “ProLink” brand.

     

    4.2 Confidentiality.
      Distributor acknowledges that the Intellectual Property includes or embodies
      certain confidential information of Supplier relating to Supplier’s business,
      plans, customers, services, technology, trade secrets, products or other
      information held in confidence by Supplier (“Confidential Information”).
      Confidential Information will include all information in tangible or intangible
      form that is marked or designated as confidential or that, under the
      circumstances of its disclosure, should be considered confidential. Distributor
      agrees that it will not use in any way except as expressly permitted by, or
      required to achieve the purposes of, this Agreement, nor disclose to any third
      party (except as required by law) the Confidential Information and will take
      reasonable precautions to protect the confidentiality of such information,
      which
      precautions, in any event, will be at least as stringent as it takes to protect
      its own Confidential Information. This provision shall survive the agreement
      by
      2 years.

     

    4.3 Use
      of
      Intellectual Property.
      Distributor will use the Trademarks in the form and the manner designated in
      writing by Supplier as Supplier may establish from time to time. Distributor
      shall attribute ownership of the Trademarks to Supplier, in a form approved
      by
      Supplier, in connection with Distributor’s use of the Trademarks on any web site
      or in any printed materials distributed publicly. The quality of services
      provided by Distributor for which the Trademarks are associated must equal
      or
      exceed the quality of services currently provided by Supplier and meet other
      standards set by Supplier from time to time. Upon reasonable request, Supplier
      may inspect Distributor’s business operations for which the Trademarks are used
      for conformance to Supplier’s standard of quality. If Distributor fails to meet
      Supplier’s requirements for use of the Trademarks or uses one or more of the
      Trademarks improperly, Supplier will provide written notice to Distributor
      and
      may terminate the license with respect to such mark unless Distributor cures
      the
      deficiency within 30 days of receipt of such notice. Any goodwill arising as
      a
      result of the use by Distributor of the Trademarks shall inure to the benefit
      of
      Supplier. 


    
      
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    4.4 Protection
      of Intellectual Property.
      Distributor agrees that it will not register the Intellectual Property in the
      Territory or take any actions that would adversely affect Supplier’s rights in
      the Intellectual Property. 

     

    4.5 Ownership
      of Intellectual Property.
      The
      Intellectual Property shall remain the exclusive property of Supplier.
      Distributor shall have not rights in or to the Intellectual Property except
      as
      specifically granted in this Agreement.

     

    4.6 Ownership
      of Content and Advertising.
      All
      content existing or added to the Products is the exclusive property of the
      Supplier. The Distributor or golf course customer of the Distributor has no
      ownership interest in the advertising rights on the Products or any content
      displayed on the Products. Specifically, all revenue derived from advertising
      space sold to an advertiser is the express property of the Supplier. All
      agreements between Distributor and golf course customer shall reflect this
      ownership by the Supplier. Any revenue generated by the sale of content or
      advertising shall be shared with the Distributor with 50% of the Net Content
      Revenue being paid to Distributor and 50% being retained by Supplier. This
      sharing arrangement will be in effect only during the term of this
      Agreement.

     

    ARTICLE
      5

     

    PRICES
      AND PAYMENT

     

    5.1 Price.
      The
      price for the Product initially shall be as indicated on Exhibit
      B.
      Prices
      quoted exclude taxes, shipping and insurance charges. Supplier may change the
      Product prices set forth on Exhibit
      B
      from
      time on at least 30 days advance notice to Distributor. 

     

    Payment
      Terms.
      Each
      time Distributor places an order, it shall submit to Supplier a deposit by
      Federal wire transfer of immediately available funds equal to 30% of the total
      price for such order (“Earnest Deposit”). The balance in full will be due and
      payable two (2) days prior to shipment of the order by wire transfer in
      immediately available funds. Supplier agrees to review terms quarterly with
      the
      objective of replacing cash deposits with acceptable international letters
      of
      credit with term and conditions acceptable to Supplier. Supplier agrees that
      if
      it has not shipped an order within 90 days from receipt of mapping data from
      Distributor the terms on that order shall change to net 30 days from the date
      of
      shipment. The Payment terms contained in this paragraph 5.2 may be modified
      on a
      case-by-case basis only in the sole discretion of the Supplier. In no event
      will
      payment terms extend beyond net 45 days from the date of shipment and all
      payment terms that may be provided will have, as a condition precedent, the
      ability of the Supplier to qualify the applicable purchase order for insurance
      under its then current export insurance policy.

     

    ARTICLE
      6


     

    INSPECTION
      BY DISTRIBUTOR

     

    During
      the 30 days following Distributor’s receipt of each shipment of Product ordered
      pursuant to this Agreement, Distributor shall have the right to inspect the
      Product to ascertain whether it conforms in number and type to Distributor’s
      product order, or whether there are obvious defects present. If the Product
      is
      found not to conform, Distributor shall notify Supplier in writing within such
      30-day period. Failure to so notify Supplier will be deemed acceptance of the
      Product received.


    
      
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    ARTICLE
      7


     

    WARRANTIES
      AND LIMITATIONS OF LIABILITY

     

    7.1 Intellectual
      Property Rights.
      Supplier warrants to Distributor that Supplier owns or has rights to the
      Product, including any intellectual property rights associated therewith,
      adequate to enable Supplier to perform its obligations, to authorize the
      distribution of the Product by Distributor.

     

    7.2 Function
      of Product.
      Supplier warrants to Distributor that the Product will operate in substantial
      compliance with the applicable functional description of the Products as
      contained in Supplier’s marketing literature for the Product.

     

    7.3 Adequate
      Insurance.
      Supplier warrants to Distributor that it has adequate general liability
      insurance, and agrees to designate Distributor as an additional insured on
      such
      insurance if Distributor so requests. Distributor warrants to Supplier that
      it
      has adequate general liability insurance, and agrees to designate Supplier
      as an
      additional insured on such insurance if Supplier so requests.

     

    ARTICLE
      8

     

    INDEMNIFICATION

     

    8.1 Indemnification
      by Supplier.
      (a)
      Supplier indemnifies and agrees to hold Distributor harmless from and against
      any and all claims, demands or actions and costs, liabilities, or losses arising
      out of (a) any actual or alleged death or injury to any person or damage to
      any
      tangible property resulting or claimed to result wholly from (i) any actual
      or
      alleged defect in the Product, or (ii) any statement or misstatement contained
      in the documentation and marketing materials provided by Supplier; or (b)
      arising out of any breach of this Agreement by Supplier.

     

    (b) If,
      as a
      result of any claim of intellectual property infringement, damages are awarded
      against Distributor for the use of the Products or the methods they are built
      to
      perform, Supplier agrees to pay such damages. If an injunction is issued that
      precludes Distributor from using Products, Supplier will repurchase the
      infringing Products or render such Product non-infringing, provide Distributor
      with non-infringing Product, or return the payment that Distributor has made
      to
      Supplier or dealer for that product less a reasonable amount for prior use
      Distributor has made of the Product.

     

    (c) For
      indemnification to be effective, the Distributor must do the following: (1)
      give
      Supplier prompt written notice and a copy of the claim, (2) give Supplier
      written authority to appoint legal counsel, at Distributor’s sole cost and
      expense, to answer and defend the claim, and (3) give Supplier prompt and
      reasonable assistance, at Distributor’s sole cost and expense, when requested
      for defense of the claim. Distributor may participate in the defense of the
      claim through counsel of its choosing at its sole cost and expense, however
      Supplier’s counsel would be lead counsel and Distributor agrees that it would
      enter into a co-counsel agreement to that effect.


    
      
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    8.2 Indemnification
      by Distributor. Distributor indemnifies and agrees to hold Supplier harmless
      from and against any and all claims, demands, or actions and any cost,
      liabilities, or losses arising out of (a) any statements or representations
      made
      by Distributor or Distributor’s employees or agents with respect to the Product,
      except for statements that are direct quotations of any documentation and
      marketing materials provided by Supplier to Distributor for use in connection
      with the Product; or (b) any breach of this Agreement by Distributor, including
      but not limited to Distributor’s failure to make any payments (including the
      license fee) to Supplier.

     

    8.3 General
      Terms of Indemnification.
      The
      foregoing indemnities are in addition to any rights otherwise under this
      Agreement, but shall be expressly contingent on the party seeking indemnity
      (a)
      notifying the indemnifying party in writing of any such claim, demand, action,
      or liability; (b) cooperating in the defense or settlement thereof; and (c)
      allowing the indemnifying party to control the defense or settlement of the
      same. 

     

    ARTICLE
      9

     

    TERM
      AND TERMINATION

     

    9.1 Term.
      This
      Agreement shall extend for the Initial Term. Upon the expiration of the Initial
      Term, this Agreement shall automatically be extended for an additional three
      (3)
      years (the “Renewal Term”) provided that the minimum distribution requirements
      set forth in Section 2.2 are met.

     

    9.2 Default.
      Subject
      to Section 13.6, the occurrence of any one of the following items shall
      constitute a material default under this Agreement: (a) a failure to provide
      the
      Product by Supplier to Distributor pursuant to this Agreement; (b) Supplier
      selling or distributing the Product in violation of this Agreement; (c) a
      failure of Distributor to pay for purchased Product as agreed to in this
      Agreement or terms stated on billing invoice; or (d) a failure of Distributor
      to
      purchase the minimum amounts of Products set forth in Section 2.2. In the event
      Supplier commits a material default of this Agreement pursuant to clause (a)
      or
      (b) above, Distributor shall provide Supplier with not less than a 90-day
      written notice to cure. In the event Distributor commits a material default
      of
      this Agreement pursuant to clause (c) or (d above, Supplier shall provide
      Distributor with not less than a 10-day written notice to cure. In the event
      that the default is not cured within the aforementioned periods, the
      non-defaulting party may declare the other party in breach. In the event of
      a
      declaration of breach, the non-breaching party may either (1) seek injunctive
      relief to enforce the terms of this Agreement; or (2) may declare this Agreement
      terminated and sue for damages; or (3) exercise any other rights or remedies
      available at law or in equity; or (4) with respect to a breach described in
      Article 4, in addition to the other rights and remedies described in this
      Section 9.2, Supplier may declare that this entire Agreement is thereafter
      non-exclusive. 


    
      
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    9.3 Termination
      for Convenience.
      Distributor agrees that Supplier may terminate this Agreement at any time.
      Upon
      the event of a termination in accordance with this Section 9.3, Supplier shall
      pay Distributor the fair market value for purchasing the rights granted
      hereunder for the duration of the Term. If the parties cannot agree on such
      fair
      market value, they shall each hire an appraiser to calculate the fair market
      value. If the two appraisers cannot agree on the value, such appraisers shall
      retain a third appraiser to calculate the fair market value, which determination
      shall be binding on the parties. The parties shall share equally in the cost
      of
      such appraisals.

     

    ARTICLE
      10


     

    COMPLIANCE
      WITH LAWS

     

    10.1 Compliance
      by Distributor.
      Distributor agrees to comply with all applicable federal, state, regional and
      local laws and regulations in performing its obligations under the terms and
      conditions of this Agreement and its dealings with Courses concerning the
      Product, including but not limited to compliance with all laws and regulations
      governing radio frequency and the U.S Foreign Corrupt Practices
      Act.

     

    10.2 Compliance
      by Supplier.
      Supplier agrees to comply with all applicable federal, state, regional and
      local
      laws and regulations in performing its obligations under the terms and
      conditions of this Agreement.

     

    ARTICLE
      11


     

    OBLIGATIONS
      OF DISTRIBUTOR

     

    11.1 Maximizing
      Sales.
      Distributor shall use its best efforts to maximize the marketing, sales and
      distribution of the Product. Distributor shall also use its best efforts to
      conduct business in a manner that reflects favorably on the goodwill and
      reputation of Supplier.

     

    11.2 Training.
      Distributor shall train, develop and maintain customer service and sales support
      for the Product pursuant to the terms of Distributor’s approved business
      plan.

     

    11.3 Licenses.
      Distributor shall have in effect all licenses, permits and authorizations
      required and necessary for the performance of its obligations covered by this
      Agreement.

     

    11.4 Taxes;
      Fees.
      Distributor shall pay all sales taxes, license fees and all other fees in the
      Territory associated with its performance of its obligations under this
      Agreement. Distributor shall pay all fees associated with shipping the Product
      either to Distributor or Courses.

     

    11.5 Practices.
      Distributor shall avoid deceptive, misleading or unethical practices detrimental
      to Supplier, the Product or the public, including but not limited to making
      representations, warranties or guarantees to Courses or to the golf industry
      with respect to the specifications, features or capabilities of the Product
      that
      are materially inconsistent with the literature distributed by Supplier.
      Distributor shall make no warranty, guaranty or representation, whether written
      or oral, on Supplier’s behalf.

     

    
      
        
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    ARTICLE
      12

    


    OBLIGATIONS
      OF SUPPLIER

    


    12.1 Compliance
      with Shipping Requests.
      Supplier shall use its best efforts to obtain the best available shipping dates
      and to ship the Product in accordance with Distributor’s reasonable shipping
      requests (at Distributor’s cost).

     

    12.2 Collateral
      Sales Material.
      Supplier shall provide, at its cost, standard collateral sales material in
      the
      form of brochures and in-service materials in an adequate amount as is
      reasonable for Distributor to meet its obligations under this
      Agreement.

     

    12.3 References.
      Supplier shall refer all leads, inquiries or request for the Product in the
      Territory to Distributor and not retain any other party to market, sell or
      distribute the Product within the Territory except as permitted under this
      Agreement.

     

    12.4 Licenses.
      Supplier shall have in effect all licenses, permits and authorizations from
      all
      government agencies within the Territory necessary to the performance of its
      obligations

     

    12.5 Manufacturing
      Capabilities.
      Supplier warrants that it has the manufacturing and shipping capability to
      satisfy the minimum distribution requirements under this Agreement. Further,
      Supplier will use all commercially reasonable means to fulfill any demands
      in
      excess of the minimum distribution requirements. 

     

    ARTICLE
      13


     

    MISCELLANEOUS

     

    13.1 Independent
      Contractor.
      Each of
      the parties is an independent contractor under this Agreement, and nothing
      in
      this Agreement shall be construed to create a partnership, joint venture, or
      agency relationship between the parties. Without the prior written authorization
      of the other party, no party shall have any authority to enter into agreements
      of any kind on behalf of the other party nor shall a party have any power or
      authority to bind or obligate the other party in any manner to any third
      party.

     

    13.2 Authority.
      Each
      party represents and warrants that it has full power and authority to undertake
      the obligations set forth in this Agreement and that it has not entered into
      any
      other agreement nor will it enter into any other agreements that would render
      it
      incapable of satisfactorily performing its obligations pursuant to this
      Agreement.

     

    13.3 Severability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and
      effect.

     

    13.4 Notices.
      All
      notices and other communications required or permitted to be given under this
      Agreement shall be in writing and shall be delivered by hand, overnight courier,
      facsimile or U.S. mail, addressed as follows:

     


    
      
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    If
      to
      Supplier:

     

    ProLink
      Solutions, LLC

    410
      South
      Benson Lane

    Chandler,
      Arizona 85224

    Attention:
      President

    Telephone:
      (480) 961-8800

    Facsimile:
      (480) 961-8537

     

    If
      to
      Distributor:

     

    SPORT
      BUSINESS GROUP

    80
      Avenue
      des Champs Élysées

    75008
      PARIS

    Attention:
      President

     

    Notice
      shall be deemed given and effective the day received if sent by hand delivery
      or
      U.S. mail, one business day after being sent by overnight courier, subject
      to
      signature verification, and on the date sent, if sent by facsimile during normal
      business hours, and otherwise on the next business day. Any party may change
      its
      address or other information for notice by notifying the other party of such
      change in accordance with this Section 13.4. 

     

    13.5 Governing
      Law.
      All
      questions concerning the validity, operation, interpretation, and construction
      of this Agreement will be governed by and determined exclusively in accordance
      with the laws of the State of Arizona, without application of its principles
      of
      conflicts of law. By execution and delivery of this Agreement, with respect
      to
      any dispute, each of the parties knowingly, voluntarily and irrevocably: (a)
      waives any immunity or objection, including any objection to personal
      jurisdiction, foreign sovereign immunity, the laying of venue or based on the
      grounds of forum non conveniens, which it may have from or to the bringing
      of
      the dispute in such jurisdiction; (b); waives any right to trial by jury; (c)
      agrees that any such dispute will be decided by binding arbitration in Phoenix,
      Arizona; (d) understands that it is giving up valuable legal rights under this
      provision, including the right to trial by jury, and that it voluntarily and
      knowingly waives those rights; and (e) agrees that the other party to this
      Agreement may file an original counterpart or a copy of this Section 13.5 with
      any arbitrator as written evidence of the consents, waivers and agreements
      of
      the parties set forth in this Section 13.5. 

     

    13.6 Arbitration.
      The
      parties each hereby irrevocably consent to arbitration to be held in Phoenix,
      Arizona (or such other venue as may be agreed by all parties), in accordance
      with the UNCITRAL Model Law on International Commercial Arbitration, for the
      resolution of all disputes arising under this Agreement, or for enforcement
      hereof. The Parties agree to use the forum of AAA for such disputes under
      arbitration. Any such arbitration shall be conducted in English by three
      arbitrators, of whom one shall be selected by each party within 20 days after
      a
      notice of demand for arbitration is delivered by a party to the other and the
      third shall be selected by the first two arbitrators within 10 days after the
      selection of the first two arbitrators. The arbitrators shall use their best
      efforts to conclude such arbitration and issue a decision within 30 days after
      the selection of the arbitration panel. The decision of the arbitrators shall
      be
      final and binding upon the parties, and judgment in accordance with the decision
      will be enforced in accordance with the United Nations Convention on Recognition
      & Enforcement of Foreign Arbitral Awards.


    
      
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    13.7 No
      Waiver.
      Neither
      party shall by mere lapse of time, without giving notice or taking other action
      hereunder, be deemed to have waived any breach by the other party of any of
      the
      provisions of this Agreement. Further, the waiver by either party of a
      particular breach of this Agreement by the other shall not be construed as
      or
      constitute a continuing waiver of such breach or of other breaches of the same
      or other provisions of this Agreement.

     

    13.8 Force
      Majeure.
      Except
      for obligations of Distributor respecting (a) protection of Supplier’s
      proprietary rights in the Products and (b) payment of invoices for Products,
      neither party shall be in default if any delay or failure to perform any
      obligation hereunder is caused solely by events beyond such party’s control,
      including an act of God, epidemic, landslide, lightning, earthquake, fire,
      explosion, storm, flood or similar occurrence, an act of public enemy,
      terrorists, war, blockage, insurrection, riot, general arrest or restraint
      of
      government and people, strike, lockout, industrial disturbance, power outages,
      unavailability of fuel, civil disturbance or disobedience, sabotage or similar
      occurrence. It is understood that the settlement of strikes, lockouts or
      industrial disturbances shall be entirely within the sole discretion of the
      party having the difficulty. Any party claiming the benefit of such excuse
      shall
      be entitled to do so only to the extent that such party has diligently acted
      to
      cure the cause and consequence of such event.

     

    13.9 Complete
      Agreement; Amendment.
      The
      parties acknowledge that this Agreement is the complete and exclusive statement
      of agreement respecting the subject matter hereto and supersedes all proposals
      (oral or written), understandings, representations, conditions, and other
      communications between the parties relating hereto, including the Former
      Agreement. This Agreement may be amended only by a subsequent writing that
      specifically refers to this Agreement and is signed by both parties, and no
      other act, document, purchase order, usage, or custom shall be deemed to amend
      this Agreement.

     

    13.10 Assignment.
      This
      Agreement may not be assigned by distributor without the prior written consent
      of the supplier, which consent may not be unreasonably withheld.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
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    WHEREBY,
      the parties have caused this Agreement to be executed by their duly authorized
      officers.

     

    

      
        	
                SPORT
                  BUSINESS GROUP

              	 	
                ProLINK
                  SOLUTIONS, LLC

              
	 	 	 	 	 	 	 
	
                By:

              	
                /s/      
                  Sergio Bellulo

              	 	
                By:

              	
                /s/        
                  Lawrence D. Bain

              
	 	
                Name:

              	
                Sergio
                  Bellulo

              	 	 	
                Name:

              	
                Lawrence
                  D. Bain

              
	 	
                Title:

              	
                President

              	 	 	
                Title:

              	
                President

              


      

    

    


    *WE
      HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS
      EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE
      CONFIDENTIALITY REQUEST.*


    
      
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    EXHIBIT
      A

     

    PATENTS

     

    
      	
              Patent
                No.

            	 	
              Issue
                Date

            	 	
              Short
                Title

            	 	
              Summary

            
	 	 	 	 	 	 	 
	
              5,689,431
                

            	 	
              11/18/97

            	 	
              Golf
                Course Yardage and Information System Digital Mapping

            	 	
              Method
                for creating a digital map of a golf course including tee box, fairway,
                green, cup and selected features, using a position determining system
                to
                collect survey data points by traversing the perimeter of each hole
                and
                features relative to a pre-selected arbitrary reference point. Provides
                a
                realistic approximation of the entire course including essential
                details
                of each hole.

            
	 	 	 	 	 	 	 
	
              D394,637
                

            	 	
              05/26/98

            	 	
              Golf
                Cart Roof

            	 	
              Covers
                design of golf cart roof incorporating a monitor.

            
	 	 	 	 	 	 	 
	
              5,878,369

            	 	
              03/02/99

            	 	
              Golf
                Course Yardage and Information Broadcast Transmission
                System

            	 	
              Broadcast
                transmission system for determining location of a multiplicity of
                dispersed vehicles/objects in transit, managing each of their respective
                dispositions, with a base station and plural remote stations associated
                with the objects while in transit.

            
	 	 	 	 	 	 	 
	
              5,873,797

            	 	
              02/23/99

            	 	
              Remote
                Golf Ball Locator

            	 	
              Covers
                a method for indicating distance from a golf ball in play, rather
                than
                from a cart. The method includes displaying a depiction of the golf
                ball
                along a line running the length of the hole from tee box to green
                and
                parallel to a side boundary of hole to approximate the lie of an
                actual
                golf ball in play and to display approximate distance from the ball
                rather
                than the cart.

            
	 	 	 	 	 	 	 
	
              6,024,655

            	 	
              02/15/00

            	 	
              Map-Matching
                Golf Navigation System

            	 	
              Apparatus
                and method for calibrating a cart navigation system for a golf course
                position and yardage measurement system, using map
                matching.

            
	 	 	 	 	 	 	 
	
              6,236,940

            	 	
              05/22/01

            	 	
              Roof
                Mounted Color Screen

            	 	
              Navigation
                System cover roof-mounted monitor including features of mounting
                on
                underside of cart roof for shading/ease of viewing in sunlight; graphical
                user interface for window display on monitor; screen canted back
                to reduce
                reflections; diffuse or black coating on underside of roof to reduce
                reflectivity; images displayed in color, with features on map of
                hole in
                distinctive colors for realistic display.

            
	 	 	 	 	 	 	 
	
              6,236,360

            	 	
              05/22/01

            	 	
              Golf
                Course Yardage and Information System with Zone Detection

            	 	
              A
                player position determining and course management system for a golf
                course
                having a plurality of roving units for use by players playing the
                course.

            
	 	 	 	 	 	 	 
	
              6,446,005

            	 	
              09/03/02

            	 	
              Magnetic
                Wheel Sensor for Vehicle Navigation System

            	 	
              A
                method of determining the precise location of golf carts on a golf
                course
                in real time as the carts are in use using a dead reckoning navigation
                system for determining speed and
                direction.

            


    


    
      
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              Patent
                No.

            	 	
              Issue
                Date

            	 	
              Short
                Title

            	 	
              Summary

            
	 	 	 	 	 	 	 
	
              6,470,242

            	 	
              10/22/02

            	 	
              Expanded
                claims for patents D394,637 and 6,236,940

            	 	
              Display
                Monitor for Golf Cart Yardage and Information System. This patent
                has
                additional (broader) claims for the heads up display including means
                for
                improved viewing of the screen in sunlight.

            
	 	 	 	 	 	 	 
	
              6,525,690

            	 	
              02/25/03

            	 	
              Expanded
                claims for patent 6,236,360

            	 	
              Golf
                Course Yardage and Information System with Zone Detection. This patent
                has
                additional (broader) claims for zone detection including golf course
                features other than the tee box and green.

            
	 	 	 	 	 	 	 
	
              5,438,518

            	 	
              08/01/95

            	 	
              Player
                Positioning and Distance Finding System

            	 	
              Portable
                distance tracking system for use by a player on a playing field.
—
                Licensed from ParView in perpetuity on an exclusive
                basis.

            
	 	 	 	 	 	 	 
	
              5,904,726

            	 	
              05/18/99

            	 	
              Accelerometer-
                based Golf Distance Apparatus

            	 	
              (Portable
                distance tracking device w/accelerometers calculates distance to
                flag from
                a position on a hole of a golf course) — Licensed from ParView in
                perpetuity on an exclusive basis.

            
	 	 	 	 	 	 	 
	
              5,364,093

            	 	
              11/15/94

            	 	
              Golf
                Distance Measuring System and Method

            	 	
              Differential
                GPS as applied to determining the approximate distance from a golf
                ball to
                a cup. — Licensed from Optimal Golf Solutions, Inc. for the life of the
                patent including all related and derivative patents on a non-exclusive
                basis. This license is filed as an exhibit to this current
                report.

            
	 	 	 	 	 	 	 
	
              7,031,947

            	 	
              (To
                be issued) 4/18/06

            	 	
              Method
                for Continuing Play

            	 	
              Method
                for continuing play following trial period of use for a GPS golf
                course
                management system.

            


    

    


    We
      have
      entered into a license agreement with Optimal Golf Solutions, Inc. with respect
      to United States Patent #5,364,093, Golf
      Distance Measuring System
      and Method and
      with
      GPS Industries with respect to certain international patents for the use of
      differential GPS on golf carts. Both of these licenses allow us to utilize
      the
      patented technology for the life of the patent including all related and
      derivative patents on a non-exclusive basis. 

     

    We
      also
      own trademarks on “ParView” and “ProLink” and are in the process for applying
      for trademarks for “ProLink Solutions,” “ProStar” “ProStar CPO” and
“GameStar


    
      
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    EXHIBIT
      B

     

    PRICING

     

    
      	
              

               

            	 	 
	
              ProLink
                Solutions, LLC

              International
                Pricing 

              January
                1, 2007

            	 	 
	 	
              Wholesale
                
[INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
               

              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            
	
              VDU

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            
	
              Screen
                Mounting Brackets

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            
	
              Total
                per cart with roof/basket

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            
	
              Base
                Station (per course)

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            
	
              ProLink
                Software & graphics (per course/72 cars)

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            	
              [INFORMATION
                OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE
                24B-2]

               

            


    

    


    
      	TERMS:	
              For
                all orders, 30% of the order price as a deposit before the order
                will go
                into production; balance due paid-in-full two days before shipment
                or
                secured by an irrevocable letter of
                credit.

            


    


    
      
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